Sec Form 4 Filing - Rice Daniel J. IV @ NET Power Inc. - 2023-06-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rice Daniel J. IV 2. Issuer Name and Ticker or Trading Symbol NET Power Inc. [ NPWR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O NET POWER, INC., 404 HUNT STREET, SUITE 410 3. Date of Earliest Transaction (MM/DD/YY) 06/08/2023 (Street) DURHAM, NC27701-2275 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares 06/08/2023 D 2,500 D 0 I By Rice Acquisition Sponsor II LLC ( 3 ) Class A Common Stock 06/08/2023 A 2,500 A 2,500 I By Rice Acquisition Sponsor II LLC ( 3 ) Class B Ordinary Shares 06/08/2023 D 8,535,000 D 0 I By Rice Acquisition Sponsor II LLC ( 3 ) Class B Common Stock 06/08/2023 A 8,535,000 A 8,535,000 I By Rice Acquisition Sponsor II LLC ( 3 ) Class B Common Stock 06/08/2023 D 1,000,000 D 7,535,000 I By Rice Acquisition Sponsor II LLC ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acq uired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class A Units of Rice Acquisition Holdings II LLC ( 5 ) 06/08/2023 D( 1 )( 2 ) 100 ( 5 ) ( 5 ) Class A Ordinary Shares 100 ( 1 ) ( 2 ) 0 I By Rice Acquisition Sponsor II LLC ( 3 ) Class A Units of NET Power Operations LLC ( 6 ) 06/08/2023 A( 1 )( 2 ) 100 ( 6 ) ( 6 ) Class A Common Stock 100 ( 1 ) ( 2 ) 100 I By Rice Acquisition Sponsor II LLC ( 3 ) Class B Units of Rice Acquisition Holdings II LLC ( 7 ) 06/08/2023 D( 1 )( 2 ) 8,534,900 ( 7 ) ( 7 ) Class A Ordinary Shares 8,534,900 ( 1 ) ( 2 ) 0 I By Rice Acquisition Sponsor II LLC ( 3 ) Class B Units of NET Power Operations LLC ( 8 ) 06/08/2023 A( 1 )( 2 ) 8,534,900 ( 8 ) ( 8 ) Class A Common Stock 8,534,900 ( 1 ) ( 2 ) 8,534,900 I By Rice Acquisition Sponsor II LLC ( 3 ) Class B Units of NET Power Operations LLC ( 8 ) 06/08/2023 D( 4 ) 1,000,000 ( 8 ) ( 8 ) Class A Common Stock 1,000,000 ( 4 ) 7,534,900 I By Rice Acquisition Sponsor II LLC ( 3 ) Warrants $ 11.5 06/08/2023 D( 1 )( 2 ) 10,900,000 07/08/2023 06/08/2028 Class A Ordinary Shares 10,900,000 ( 1 ) ( 2 ) 0 I By Rice Acquisition Sponsor II LLC ( 3 ) Warrants $ 11.5 06/08/2023 A( 1 )( 2 ) 10,900,000 07/08/2023 06/08/2028 Class A Common Stock 10,900,000 ( 1 ) ( 2 ) 10,900,000 I By Rice Acquisition Sponsor II LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rice Daniel J. IV C/O NET POWER, INC. 404 HUNT STREET, SUITE 410 DURHAM, NC27701-2275 X X Chief Executive Officer Signatures /s/ James Wilmot Rogers as Attorney-in-Fact 06/12/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to that certain Business Combination Agreement, dated December 13, 2022, and subsequently amended on April 23, 2023, by and among Rice Acquisition Corp. II ("RONI"), Rice Acquisition Holdings II LLC ("RONI Opco"), NET Power, LLC and the other parties thereto, the parties effected a business combination transaction (the "Business Combination") on June 8, 2023. In connection with the Business Combination, on June 8, 2023, RONI domesticated as a Delaware corporation (the "RONI Domestication") and changed its name to "NET Power Inc." ("NET Power") and RONI Opco domesticated as a Delaware limited liability company (together with the RONI Domestication, the "Domestication") and changed its name to "NET Power Operations LLC" ("Opco"). ( 2 )As a result of the Domestication on June 8, 2023, (a) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of RONI ("Class A Ordinary Share") automatically converted on a one-for-one basis into a share of Class A common stock, par value $0.0001 per share, of NET Power ("Class A Common Stock"), (b) each issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RONI ("Class B Ordinary Share") automatically converted on a one-for-one basis into a share of Class B common stock, par value $0.0001 per share, of NET Power ("Class B Common Stock"), (c) each issued and outstanding warrant of RONI (which were exercisable for a Class A Ordinary Share) automatically converted into a warrant to purchase one share of Class A Common Stock, and (d) each issued and outstanding Class A Unit and Class B Unit of RONI Opco automatically converted on a one-for-one basis into a Class A or Class B Unit of Opco, respectively. ( 3 )The reporting person is a managing member of Rice Acquisition Sponsor II LLC (the "Sponsor"). As such, the reporting person may be deemed to have beneficial ownership of the securities held of record by the Sponsor. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. ( 4 )Immediately upon the consummation of the Business Combination, pursuant to the Sponsor Letter Agreement, dated as of December 13, 2022, by and among RONI, the Sponsor, RONI Opco, NET Power, LLC and the other parties thereto, 1,000,000 shares of Class B Common Stock and 1,000,000 Class B Units of Opco held by the Sponsor were forfeited to NET Power and Opco, respectively, for no consideration and automatically canceled. ( 5 )For each Class A Unit of RONI Opco, the Sponsor owned a corresponding Class B Ordinary Share. The Class A Units of RONI Opco (together with the corresponding Class B Ordinary Shares) were exchangeable into Class A Ordinary Shares or cash, at RONI's election, after the time of RONI's initial business combination on a one-for-one basis and had no expiration date. ( 6 )For each Class A Unit of Opco, the Sponsor owns a corresponding share of Class B Common Stock. The Class A Units of Opco (together with the corresponding share of Class B Common Stock) are exchangeable into shares of Class A Common Stock or cash, at NET Power's election, on a one-for-one basis and have no expiration date. ( 7 )For each Class B Unit of RONI Opco, the Sponsor owned a corresponding Class B Ordinary Share. The Class B Units of RONI Opco were convertible into Class A Units of RONI Opco pursuant to the terms of the limited liability agreement of RONI Opco. The Class A Units of RONI Opco (together with the corresponding Class B Ordinary Shares) were exchangeable into Class A Ordinary Shares or cash, at RONI's election, after the time of RONI's initial business combination on a one-for-one basis and had no expiration date. ( 8 )For each Class B Unit of Opco, the Sponsor owns a corresponding share of Class B Common Stock. The Class B Units of Opco are convertible into Class A Units of Opco pursuant to the terms of the limited liability agreement of Opco. The Class A Units of Opco (together with the corresponding shares of Class B Common Stock) are exchangeable into shares of Class A Common Stock or cash, at NET Power's election, on a one-for-one basis and have no expiration date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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